SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-Q/A
AMENDMENT NO. 1 TO FORM 10-Q
(Mark One)
X Quarterly report pursuant to Section 13 or 15(d) of the Securities
Exchange Act of 1934: For the quarterly period ended: June 30, 2000
OR
Transition report pursuant to Section 13 or 15(d) of the Securities
Exchange Act of 1934: For the transition period from ______ to ______
Commission file number: 1-7211
Ionics, Incorporated
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(Exact name of registrant as specified in its charter)
Massachusetts 04-2068530
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(State or other jurisdiction (I.R.S. Employer
of incorporation or Identification No.)
organization)
65 Grove Street, Watertown, Massachusetts 02472
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(Address of principal executive offices) (Zip Code)
(617) 926-2500
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(Registrant's telephone number, including area code)
Former name, former address and formal fiscal year, if changed since last
report: None
Indicate by check mark whether the registrant (1) has filed all reports
required to be filed by Section 13 or 15(d) of the Securities Exchange Act of
1934 during the preceding 12 months (or for such shorter period that the
registrant was required to file such reports), and (2) has been subject to such
filing requirements for the past 90 days.
Yes X No
The number of shares outstanding of the registrant's Common Stock on June 30,
2000 was 16,220,390.
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This Amendment No.1 on Form 10-Q/A to the Quarterly Report on Form 10-Q
for the quarterly period ended June 30, 2000 is being filed to amend and restate
Part II, Item 4 to such quarterly report because of the following circumstances.
The Company has been informed by a non-record beneficial owner of its
Common Stock that such owner had given voting instructions to its voting agent
to withhold votes for certain nominees for election as Class II Directors at the
May 2, 2000 Annual Meeting. The results reported in Item 4(a) of the Company's
quarterly report on Form 10-Q filed on August 14, 2000 were obtained from a
final voting report of the Company's transfer agent dated May 8, 2000, which
does not reflect the receipt by the transfer agent of such beneficial owner's
voting instructions. The Company has been advised by its transfer agent that to
the transfer agent's knowledge, the transfer agent's procedure for adjusting for
withheld votes was followed with respect to the shares voted on behalf of the
beneficial owner at the Annual Meeting.
Because the Company after an investigation is unable to determine
whether the failure to properly reflect the beneficial owner's votes was fully
the responsibility of the beneficial owner's voting agent, the Company, solely
at the request of the beneficial owner, has decided to adjust its report on Form
10-Q concerning the election of directors at the May 2, 2000 Annual Meeting to
reflect the giving of effect to the beneficial owner's voting instructions.
Giving effect to such instructions has no effect on the outcome of the election.
This adjustment in no way constitutes any statement or agreement of the Company
that its Form 10-Q for the quarter ended June 30, 2000 was incorrect when filed.
Part II, Item 4 of the Quarterly Report on Form 10-Q for the quarterly
period ended June 30, 2000 is hereby amended and restated in its entirety as
follows.
Item 4. Submission of Matters to a Vote of Security Holders
a) The Annual Meeting of the Stockholders was held on May 2, 2000.
Arnaud de Vitry d'Avaucourt, William E. Katz, Daniel I. C. Wang and Mark S.
Wrighton were reelected as Class II Directors for a three-year term. Continuing
as Class I Directors until the 2002 Annual Meeting are Douglas R. Brown,
Kathleen F. Feldstein, Arthur L. Goldstein and Carl S. Sloane. Continuing as
Class III Directors until the 2001 Annual Meeting are William L. Brown, John J.
Shields and Allen S. Wyett. Each of the Class II Directors received at least the
following votes "for" election and no more than the following votes withheld:
Votes for: 11,398,548
Votes withheld: 1,598,690
b) The other matter submitted for stockholder approval was ratification of the
selection of PricewaterhouseCoopers LLP as the Company auditors for 2000. The
following votes were cast.
Votes for: 12,902,884
Votes against: 50,987
Abstentions: 23,367
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SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the
registrant has duly caused this report to be signed on its behalf by the
undersigned thereunto duly authorized.
IONICS, INCORPORATED
Date: November 3, 2000 By: /s/ Arthur L. Goldstein
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Arthur L. Goldstein
Chairman and Chief Executive Officer
(duly authorized officer)
Date: November 3, 2000 By: /s/ Anthony DiPaola
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Anthony DiPaola
Vice President and Corporate Controller
(principal accounting officer)
